I.

GENERAL CONCEPTS
CHECK - A bill of exchange drawn on a bank payable on demand. (Sec. 185). It is the
NEGOTIABLE INSTRUMENT (NI) most common form of bill of exchange.
 A written contract for the payment of money which complies with the requirements of
Sec. 1 of the NIL, which by its form and on its face, is intended as a substitute for money OTHER FORMS OF NI
and passes from hand to hand as money, so as to give the holder in due course (HDC) the 1. Certificate of deposit issued by banks, payable to the depositor or his order, or to
right to hold the instrument free from defenses available to prior parties. (Reviewer on bearer
Commercial Law, Professors Sundiang and Aquino) 2. Trade acceptance
 Functions: (Bar Review Materials in Commercial Law, Jorge Miravite, 2002 ed.) 3. Bonds, which are in the nature of promissory notes
1. To supplement the currency of the government. 4. Drafts, which are bills of exchange drawn by one bank upon another
2. To substitute for money and increase the purchasing medium. 5. Debenture
 Legal tender – That kind of money which the law compels a creditor to accept in  All of these must comply with Sec. 1, NIL.
payment of his debt when tendered by the debtor in the right amount. Note: Letters of credit are not negotiable because they are issued to a specified person.
Note: A NI although intended to be a substitute for money, is not legal tender. However, a
check that has been cleared and credited to the account of the creditor shall be equivalent Instances when a BE may be treated as a PN
to delivery to the creditor of cash. (Sec. 60, NCBA) a. The drawer and the drawee are the same person; or
Features: (Reviewer on Commercial Law, Professors Sundiang and Aquino) b. Drawee is a fictitious person; or
1. Negotiability – That attribute or property whereby a bill or note or check may pass c. Drawee does not have the capacity to contract. (Sec. 130)
from hand to hand similar to money, so as to give the holder in due course the right d. Where the bill is drawn on a person who is legally absent;
to hold the instrument and to collect the sum payable for himself free from e. Where the bill is ambiguous (Sec. 17[e])
defenses.
 The essence of negotiability which characterizes a negotiable paper as a Parties to a NI
credit instrument lies in its freedom to circulate freely as a substitute for 1. Promissory Note
money. (Firestone Tire vs. CA, 353 SCRA 601) a. Maker – one who makes promise and signs the instrument
2. Accumulation of Secondary Contracts – Secondary contracts are picked up and b. Payee – party to whom the promise is made or the instrument is payable.
carried along with NI as they are negotiated from one person to another; or in the 2. Bill of Exchange
course of negotiation of negotiable instruments, a series of juridical ties between a. Drawer – one who gives the order to pay money to a third party
the parties thereto arise either by law or by privity. b. Drawee – person to whom the bill is addressed and who is ordered to pay. He
becomes an acceptor when he indicates his willingness to pay the bill
Applicability: c. Payee – party in whose favor the bill is drawn or is payable.
 General Rule: The provisions of the NIL are not applicable if the instrument involved is
not negotiable. DISTINCTIONS
 Exception: In the case of Borromeo vs. Amancio Sun, 317 SCRA 176, the SC applied
Section 14 of the NIL by analogy in a case involving a Deed of Assignment of shares which PROMISSORY BILL OF EXCHANGE
was signed in blank to facilitate future assignment of the same shares. The SC observed NOTE
that the situation is similar to Section 14 where the blanks in an instrument may be filled up Unconditional promise Unconditional order
by the holder, the signing in blank being with the assumed authority to do so.
 The NIL was enacted for the purpose of facilitating, not hindering or hampering
Involves 2 parties Involves 3 parties
transactions in commercial paper. Thus, the statute should not be tampered with
haphazardly or lightly. Nor should it be brushed aside in order to meet the necessities in a Maker is primarily liable Drawer is only secondarily
single case. (Michael Osmeña vs. Citibank, G.R. No. 141278, March 23, 2004 Callejo J.) liable
Only one presentment: Two presentments: for
Kinds of NI for payment acceptance and for
1. PROMISSORY NOTE (PN) payment
 An unconditional promise in writing by one person to another signed by the maker
engaging to pay on demand or at a fixed or determinable future time, a sum certain in NEGOTIABLE NON-NEGOTIABLE
money to order or to bearer. (Sec. 184) INSTRUMENTS INSTRUMENTS
Only NI are governed by Application of the NIL is only by
2. BILL OF EXCHANGE (BE) the NIL. analogy.
 An unconditional order in writing addressed by one person to another, signed by the Transferable by Transferable only by
person giving it, requiring the person to whom it is addressed to pay on demand or at a negotiation or by assignment
fixed or determinable future time a sum certain in money to order or to bearer. (Sec. 126) assignment.
A transferee can be a A transferee remains to be an Death of a drawer of a Death of the drawer of a
HDC if all the assignee and can never be a HDC BOE, with the check, with the knowledge
requirements are knowledge of the bank, of the bank, revokes the
complied with does not revoke the authority of the banker to
A holder in due course All defenses available to prior authority of the drawee pay.
takes the NI free from parties may be raised against the to pay.
personal defenses last transferee May be presented for Must be presented for
payment within payment within a
reasonable time after its reasonable time after
last negotiation. its issue.

May be payable on Always payable on

demand or at a fixed or demand
Requires clean title, Transferee acquires a determinable future time
one that is free from derivative title only.
any infirmities in the (Notes and Cases on NEGOTIABLE NEGOTIABLE
instrument and Banks, Negotiable INSTRUMENT WAREHOUSE
defects of title of Instruments and other RECEIPT
prior transferors. Commercial If originally payable to If payable to bearer, it will
(Notes and Cases Documents, Timoteo bearer, it will always be converted into a
on Banks, B. Aquino) remain so payable receipt deliverable to
Negotiable regardless of manner of order, if indorsed
Instruments and indorsement. specially.
other Commercial
Documents, A holder in due course The indorsee, even if
Timoteo B. Aquino) may obtain title better holder in due course,
Solvency of debtor is Solvency of debtor is not than that of the one who obtains only such title as
in the sense guaranteed under Art. negotiated the instrument the person who caused
guaranteed by the 1628 of the NCC unless to him. the deposit had over the
indorsers because expressly stipulated. goods.
they engage that the (Notes and Cases on
instrument will be Banks, Negotiable ASSIGNMENT NEGOTIATION
NEGOTIABLE NEGOTIABLE
accepted, paid or Instruments and other
INSTRUMENT Pertains to contracts in Pertains to NI
both and that they willDOCUMENT OF TITLE
Commercial Documents, general
Subject
pay if isthemoney
instrumentSubject is goods
Timoteo B. Aquino)
Holder takes the Holder in due course
Is is dishonored.
itself (NotesThe document is a mere
the property instrument subject to the takes it free from personal
and Cases on Banks,
with value evidence of title – the things defenses obtaining defenses available among
Negotiable
of value being the goods among the original the parties
Instruments and
other Commercial
mentioned in the document parties
Documents, Timoteo Governed by the Civil Governed by the NIL
Has all the Does not have these
B. Aquino) Code
requisites of Sec. 1 requisites
of NIL
A holder of NI may Intermediate parties are not II. NEGOTIABILITY
run after the secondarily liable if the Form of NI: (Sec. 1) Key: WUPOA
secondary parties document is dishonored. 1. Must be in Writing and signed by the maker or drawer;
for payment
BILLOF if
EXCHANGE CHECK 2. Must contain an Unconditional promise or order to pay a sum certain in
dishonored by
Not necessarily the It is necessary that a check money;
party primarily
drawn on a deposit. be drawn on a bank 3. Must be Payable on demand, or at a fixed or determinable future time;
liable.
The drawee need not deposit. Otherwise, there 4. Must be payable to Order or to bearer; and
A holder,
be a bankif a holder A holder
would can
benever
fraud.acquire 5. When the instrument is addressed to a drawee, he must be named or
in due course, may rights to the document better
acquire rights over than his predecessors. otherwise indicated therein with reasonable certainty.
the instrument
better than his
predecessors.
 reimbursement.
Determination of negotiability: Postal money orders are not negotiable instruments. Some of the restrictions imposed by
a. Whole instrument postal laws and regulations are inconsistent with the character of negotiable instruments.
b. What appears on the face of the instrument (Phil. Education Co. vs. Soriano, 39 SCRA 587)
c. Requisites enumerated in Sec.1 of the NIL
d. Should contain words or terms of negotiability. (Gopenco, Commercial Law Bar  Treasury warrants are non-negotiable because there is an indication of the fund as the
Reviewer, cited in Aquino, p. 23) source of payment of the disbursement. (Metrobank vs. CA, 194 SCRA 169)

In determining the negotiability of an instrument, the instrument in its entirety and Payable in sum certain in money
by what appears on its face must be considered. It must comply with the  An instrument is still negotiable although the amount to be paid is expressed in currency
that is not legal tender so long as it is expressed in money. (PNB vs. Zulueta, 101 Phil
requirements of Sec. 1 of the NIL. (Caltex Phils. v. CA, 212 SCRA 448) 1071, Sec.6 (e)).
 The certainty is however not affected although to be paid:
a. With interest; or
 The acceptance of a bill of exchange is not important in the determination of its b. By stated installments; or
negotiability. The nature of acceptance is important only on the determination of c. By stated installments with an acceleration clause;
the kind of liabilities of the parties involved (PBCOM vs. Aruego, 102 SCRA 530) d. With exchange; or
e. With cost of collection or attorney’s fees. (Sec. 2)

REQUISITES OF NEGOTIABILITY  The dates of each installment must be fixed or at least determinable and the amount to
a. It must be writing and signed by the maker or drawer be paid for each installment.
Any kind of material that substitutes paper is sufficient.  A sum is certain if the amount to be unconditionally paid by the maker or drawee can be
With respect to the signature, it is enough that what the maker or drawer affixed determined on the face of the instrument and is not affected by the fact that the exact
amount is arrived at only after a mathematical computation. (Notes and Cases on Banks,
shows his intent to authenticate the writing. (Notes and Cases on Banks,
Negotiable Instruments and other Commercial Documents, Timoteo B. Aquino)
Negotiable Instruments and other Commercial Documents, Timoteo B. Aquino)
b. Unconditional Promise or Order to pay a sum certain in money
Unconditional promise or order ACCELERATION INSECURITY EXTENSION
 Where the promise or order is made to depend on a contingent event, it is CLAUSE CLAUSE CLAUSE
conditional, and the instrument involved is non-negotiable. The happening of the A clause that Provisions in the Clauses in the face
event does not cure the defect. renders whole debt contract which of the instrument
 The unconditional nature of the promise or order is not affected by: due and allows the holder that extend the
a) An indication of a particular fund out of which reimbursement is to be made, or demandable upon to accelerate maturity dates;
a particular account to be debited with the amount; or failure of obligor to payment if he a. At the option of
comply with certain deems himself the holder;
b) A statement of the transaction which gives rise to the instrument
conditions. insecure. b. Extension to a
 Where the promise or order is subject to the terms and conditions of the further definite time
transaction stated, the instrument is rendered non-negotiable. The NI must be at the option of the
burdened with the terms and conditions of that agreement to destroy its maker or acceptor
negotiability. (Cesar Villanueva, Commercial Law Review, 2004 ed.) c. Automa –tically
 But an order or promise to pay out of a particular fund is NOT unconditional. upon or after a
(Sec. 3) specified act or
event.
Instrument is still Instrument is Instrument is still
FUND FOR REIMBURSEMENT PARTICULAR FUND FOR PAYMENT negotiable rendered non- negotiable (Notes
Drawee pays the payee from his There is only one act- the drawee pays directly negotiable and Cases on
own funds; afterwards, the from the particular fund indicated. Payment is because the Banks, Negotiable
drawee pays himself from the subject to the condition that the fund is holder’s whim and Instruments and
particular fund indicated. sufficient. caprice prevail other Commercial
Particular fund indicated is NOT Particular fund indicated is the direct source of without the fault Documents,
the direct source of payment but payment. and control of the Timoteo B. Aquino)
only the source of maker
 f. The holder of an office for a time being

EXTENSION CLAUSE EXTENSION UNDER SEC. 120(f)

Stated on the face of the
instrument
Parties are bound because
they took the instrument
knowing that there is an
extension clause
c. Payable on Demand or at fixed or determinable future time
PAYABLE ON DEMAND
a. Where expressed to be
payable on demand, at
sight or on presentation;
b. Where no period of
payment is stated;
c. Where issued, accepted,
or indorsed after maturity
(only as between
immediate parties). (Sec.
7)
 If the day and the month, but not the year of payment is given, it is not negotiable due to
its uncertainty. (Pandect of Commercial Law and Jurisprudence, Justice Jose Vitug, 1997
ed.)
Agreement binding the holder;
a. To extend the time of payment or
b. Postpone the holder’s right to enforce
the instrument
Binds the person secondarily liable
(and therefore cannot be
discharged from liabilities
if:
a. He consents or
b. Right of recourse is expressly
reserved. (Notes and Cases on Banks,
Negotiable Instruments and other
Commercial Documents, Timoteo B.
Aquino)
PAYABLE AT A FIXED OR
DETERMINABLE FUTURE TIME
a. At a fixed period after date or
sight;
b. On or before a fixed or
determinable future time specified
therein; or
c. On or at a fixed period after the
occurrence of a specified event,
which is certain to happen, though
the time of happening is uncertain.
(Sec. 4)
Payable to Bearer
 The instrument is payable to bearer:
a. When it is expressed to be so payable; or
b. When it is payable to a person named therein or to bearer; or
c. When it is payable to the order of a fictitious or non-existing person, and such fact was
known to the person making it so payable; or
d. When the name of the payee does not purport to be the name of any person; or
e. When the only or last indorsement is an indorsement in blank. (Sec. 9)
Note: An instrument originally payable to bearer can be negotiated by mere delivery even if
it is indorsed especially. If it is originally a BEARER instrument, it will always be a BEARER
instrument.
As opposed to an original order instrument becoming payable to bearer, if the same is
indorsed specially, it can NO LONGER be negotiated further by mere delivery, it has to be
indorsed.
 A check that is payable to the order of cash is payable to bearer. Reason: The name of
the payee does not purport to be the name of any person. (Ang Tek Lian vs. CA, 87 Phil.
383)
FICTITIOUS PAYEE RULE
 It is not necessary that the person referred to in the instrument is really non-existent or
fictitious to make the instrument payable to bearer. The person to whose order the
instrument is made payable may in fact be existing but he is till fictitious or non-existent
under Sec. 9(c) of the NIL if the person making it so payable does not intend to pay the
specified persons. (Reviewer on Commercial Law, Professors Sundiang and Aquino)
e. Identification of Drawee
 Applicable only to a bill of exchange
 A bill may be addressed to 2 or more drawees jointly whether they are partners or not but
not to 2 or more drawees in the alternative or in succession. (Sec. 128)
OMISSIONS & ADDITONAL PROVISONS NOT
PROVISIONS THAT DO AFFECTING NEGOTIABILITY
NOT AFFECT
NEGOTIABILITY

d. Payable to Order or to Bearer

Payable to Order
 The instrument is payable to order where it is drawn payable to the order of a specified
person, or to him or his order. (Sec. 8)
 The payee must be named or otherwise indicated therein with reasonable certainty.
 The instrument may be made payable to the order of:
a. A payee who is not the maker, drawer or drawee
b. The drawer or maker
c. The drawee
d. 2 or more payees jointly
e. One or some of several payees

a. It is not dated;
b. It does not specify the
value given or that any
value has been given;
c. It does not specify the
place where it is drawn
or where it is payable;
d. It bears a seal;
e. It designates a
particular kind of current
money in which
payment is to be made.
(Sec. 6)
GENERAL RULE: If some other act is
required other than or in addition to
payment of money, the instrument is not
negotiable. (Sec. 5)
EXCEPTIONS:
a. Authorizes the sale of collateral
securities on default;
b. Authorizes confession of judgment
on default;
c. Waives the benefit of law intended to
protect the debtor; or
d. Allows the creditor the option to
require something in lieu of money.
transferee. (Notes and Cases on Banks, Negotiable Instruments and other Commercial
Documents, Timoteo B. Aquino)
 Assignment may be effected whether the instrument is negotiable or non-negotiable.
(Sesbreño vs. CA, 222 SCRA 466)
HOW NEGOTIATION TAKES PLACE
a. Issuance – first delivery of the instrument complete in form to a person who takes it as a
holder. (Sec. 191)
Steps:
1. Mechanical act of writing the instrument completely and in accordance with
the requirements of Section 1; and
2. The delivery of the complete instrument by the maker or drawer to the payee
or holder with the intention of giving effect to it. (The Law on Negotiable
Instruments with Documents of Title, Hector de Leon, 2000 ed.)

III. INTERPRETATION OF NEGOTIABLE INSTRUMENTS (Sec. 17)
a. Discrepancy between the amount in figures and that in words – the words prevail, but if
the words are ambiguous, reference will be made to the figures to fix the amount.
b. Payment for interest is provided for – interest runs from the date of the instrument, if
undated, from issue thereof.
c. Instrument undated – consider date of issue.
d. Conflict between written and printed provisions – written provisions prevail.
e. When the instrument is so ambiguous that there is doubt whether it is a bill or note, the
holder may treat it as either at his election;
f. If one signs without indicating in what capacity he has affixed his signature, he is
considered an indorser.
g. If two or more persons sign “We promise to pay,” their liability is joint (each liable for his
part) but if they sign “I promise to pay,” the liability is solidary (each can be
compelled to comply with the entire obligation). (Sec. 17)
IV. TRANSFER AND NEGOTIATION
INCIDENTS IN THE LIFE OF A NI (1 Agbayani, 1992 ed.)
a. Issue
b. Negotiation
c. Presentment for acceptance, in certain kinds of Bills of Exchange
d. Acceptance
h. Dishonor by non-acceptance
i. Presentment for payment
j. Dishonor by non-payment
k. Notice of dishonor
l. Discharge
MODES OF TRANSFER
a. Negotiation – the transfer of the instrument from one person to another so as to
constitute the transferee as holder thereof. (Sec.30)
b. Assignment – The transferee does not become a holder and he merely steps into the
shoes of the transferor. Any defense available against the transferor is available against the
b. Subsequent Negotiation
1. If payable to bearer, a negotiable instrument may be negotiated by mere
delivery.
2. If payable to order, a NI may be negotiated by indorsement completed by
delivery
Note: In both cases, delivery must be intended to give effect to the transfer of instrument.
(Development Bank vs. Sima Wei, 219 SCRA 736)
c. Incomplete negotiation of order instrument
Where the holder of an instrument payable to his order transfers it for value without
indorsing it, the transfer vests in the transferee such title as the transferor had therein and
he also acquires the right to have the indorsement of the transferor. But for the purpose of
determining whether the transferee is a holder in due course, the negotiation takes effect as
of the time when the indorsement is made. (Sec. 49)
d. Indorsement
 Legal transaction effected by the affixing one's signature at the:
a. Back of the instrument or
b. Upon a paper (allonge) attached thereto with or without additional words specifying the
person to whom or to whose order the instrument is to be payable whereby one not only
transfers legal title to the paper transferred but likewise enters into an implied guaranty
that the instrument will be duly paid (Sec. 31)
GENERAL RULE: Indorsement must be of the entire instrument.
EXCEPTION: Where instrument has been paid in part, it may be indorsed as to the
residue. (Sec. 32)
 Kinds of Indorsement:
A. SPECIAL – Specifies the person to whom or to whose order, the instrument is to be
payable (Sec. 34)
B. BLANK – Specifies no indorsee:
1. Instrument becomes payable to bearer and may be negotiated by delivery (Sec.
34)
2. May be converted to special indorsement by writing over the signature of indorser
in blank any contract consistent with character of indorsement (Sec. 35)
C. ABSOLUTE – One by which indorser binds himself to pay:
1. Upon no other condition than failure of prior parties to do so;
2. Upon due notice to him of such failure.
D. CONDITIONAL – Right of the indorsee is made to depend on the happening of a
contingent event. Party required to pay may disregard the conditions. (Sec. 39) V. HOLDERS
E. RESTRICTIVE – An indorsement is restrictive, when it either:
a. Prohibits further negotiation of the instrument; or HOLDER
 A payee or endorsee of a bill or note who is in possession of it or the bearer thereof.
b. Constitutes the indorsee the agent of the indorser; or (Sec. 191)
c. Vests the title in the indorsee in trust for or to the use of some other persons. But
mere absence of words implying power to negotiate does not make an RIGHTS OF HOLDERS IN GENERAL
indorsement restrictive. (Sec. 36)
(Sec. 51)
F. QUALIFIED – Constitutes the indorser a mere assignor of the title to the instrument. a . May sue thereon in his own name
(Sec. 38) b. Payment to him in due course discharges the instrument
 It is made by adding to the indoser's signature words like "sans recourse,” “without  The only disadvantage of a holder who is not a holder in due course is that the
recourse", "indorser not holder", "at the indorser's own risk", etc.
G. JOINT – Indorsement payable to 2 or more persons (Sec. 41) negotiable instrument is subject to defenses as if it were non-negotiable. (Chan Wan vs.
H. IRREGULAR – A person who, not otherwise a party to an instrument, places thereon
his signature in blank before delivery (Sec. 64) Tan Kim, 109 Phil. 706)

 Other rules on indorsement;

1. Negotiation is deemed prima facie to have been effected before the instrument is overdue
except if the indorsement bears a date after the maturity of the instrument. (Sec. 45) Holder In Due Course (HDC)
2. Presumed to have been made at the place where the instrument is dated except when  A holder who has taken the instrument under the following conditions: KEY: C O V I
the place is specified. (Sec. 46)
1. Instrument is complete and regular upon its face;
3. Where an instrument is payable to the order of 2 or more payees who are not partners, 2. Became a holder before it was overdue and without notice that it had been previously
all must indorse unless authority is given to one. (Sec. 41) dishonored;
4. Where a person is under obligation to indorse in a representative capacity, he may 3. For value and in good faith; and
indorse in such terms as to negative personal liability. (Sec. 44) 4. At the time he took it, he had no notice of any infirmity in the instrument or defect in the
title of the person negotiating it. (Sec. 52)

RENEGOTIATION TO PRIOR PARTIES (Sec. 50)  Rights of a HDC:

 Where an instrument is negotiated back to a prior party, such party may reissue and
further negotiate the same. But he is not entitled to enforce payment thereof against any
intervening party to whom he was personally liable. Reason: To avoid circuitousness of
suits.
STRIKING OUT INDORSEMENT
 The holder may at any time strike out any indorsement which is not necessary to his title.
The indorser whose indorsement is struck out, and all indorsers subsequent to him, are
thereby relieved from liability on the instrument. (Sec. 48)
CONSIDERATION FOR THE ISSUANCE AND SUBSEQUENT TRANSFER
 Every NI is deemed prima facie to have been issued for a valuable consideration. Every
person whose signature appears thereon is presumed to have become a party thereto for
value. (Sec. 24)
 What constitutes value:
a. An antecedent or pre-existing debt
b. Value previously given
c. Lien arising from contract or by operation of law. (Sec. 27)
1. May sue on the instrument in his own name;
2. May receive payment and if payment is in due course, the instrument is discharged;
3. Holds the instrument free from any defect of title of prior parties and free from defenses
available to parties among themselves; and
4. May enforce payment of the instrument for the full amount thereof against all parties
liable thereon. (Secs. 51 and 57)
 Every holder of a negotiable instrument is deemed prima facie a holder in due course.
However, this presumption arises only in favor of a person who is a holder as defined in
Section 191 of the NIL. The weight of authority sustains the view that a payee may be a
holder in due course. Hence, the presumption that he is a prima facie holder in due course
applies in his favor. (Cely Yang vs. Court of Appeals, G.R. No. 138074, August 15, 2003)
Holder Not In Due Course
 One who became a holder of an instrument without any, some or all of the requisites
under Sec. 52 of the NIL.
 With respect to demand instruments, if it is negotiated an unreasonable length of time
after its issue, the holder is deemed not a holder in due course. (Sec.53)
GENERAL RULE: Failure to make inquiry is not evidence of bad faith.
EXCEPTIONS:
1. Where a holder’s title is defective or suspicious that would compel a reasonable man to
investigate, it cannot be stated that the payee acquired the check without the knowledge of
said defect in the holder’s title and for this reason the presumption that it is a holder in due
course or that it acquired the instrument in good faith does not exist. (De Ocampo vs.
Gatchalian, 3 SCRA 596)
2. Holder to whom cashier’s check is not indorsed in due course and negotiated for value is
not a holder in due course. (Mesina v. IAC)
 Rights of a holder not in due course:
1. It can enforce the instrument and sue under it in his own name.
2. Prior parties can avail against him any defense among these prior parties and prevent the
said holder from collecting in whole or in part the amount stated in the instrument
Note: If there are no defenses, the distinction between a HDC and one who is not a HDC is
immaterial. (Notes and Cases on Banks, Negotiable Instruments and other Commercial
Documents, Timoteo B. Aquino)
the title of the persons negotiating it, has no application. (Stelco Marketing Corp. vs. Court
of Appeals, 210 SCRA 51)
 Rights of APs as against each other: May demand contribution from his co-
accommodation party without first directing his action against the principal debtor provided:
a. He made the payment by virtue of judicial demand; or
b. The principal debtor is insolvent.
 The relation between an accommodation party is, in effect, one of principal and surety –
the accommodation party being the surety. It is a settled rule that a surety is bound equally
and absolutely with the principal and is deemed an original promissory and debtor from the
beginning. The liability is immediate and direct. (Romeo Garcia vs. Dionisio Llamas, G.R.
No. 154127, December 8, 2003)
 Well-entrenched is the rule that the consideration necessary to support a surety
obligation need not pass directly to the surety, a consideration need not pass directly to the
surety, a consideration moving to the principal alone being sufficient. (Spouses Eduardo
Evangelista vs. Mercator Finance Corp, G.R. No. 148864, August 21, 2003)

SHELTER RULE
 A holder who derives his title through a holder in due course, and who is not himself a VII. PARTIES WHO ARE LIABLE
party to any fraud or illegality affecting the instrument, has all the rights of such former
holder in respect of all prior parties to the latter. (Sec. 58) PRIMARY AND
SECONDARY WARRANTIES OF PARTIES
LIABILITY OF PARTIES
ACCOMMODATION Impose no direct obligation to
 A legal arrangement under which a person called the accommodation party, lends his Makes the parties liable pay in the absence of breach
name and credit to another called the accommodated party, without any consideration. to pay the sum certain in thereof. In case of breach, the
money stated in the person who breached the
Accommodation Party (AP) instrument. same may either be liable or
 Requisites: barred from asserting a
particular defense.
1. The accommodation party must sign as maker, drawer, acceptor, or indorser;
2. He must not receive value therefor; and Conditioned on Does not require presentment
3. The purpose is to lend his name or credit. (Sec. 29) presentment and notice and notice of dishonor.
of dishonor (Campos (Campos and Lopez-Campos,
4.
and Lopez-Campos, Negotiable Instruments Law,
Note: “without receiving value therefor,” means without receiving value by virtue of the
Negotiable Instruments 1994 ed.)
instrument. (Clark vs. Sellner, 42 Phil. 384)
Law, 1994 ed.)
 Effects: The person to whom the instrument thus executed is subsequently negotiated
has a right of recourse against the accommodation party in spite of the former’s knowledge
that no consideration passed between the accommodation and accommodated parties. 1. Primarily Liable (Sec. 60 and 62, NIL)
(Sec. 29)
MAKER ACCEPTOR OR DRAWEE
 Rights & Legal Position: A. Engages to pay A. Engages to pay according
1. AP is generally regarded as a surety for the party accommodated; according to the tenor of to the tenor of his acceptance;
2. When AP makes payment to holder of the note, he has the right to sue the the instrument; and B. Admits the existence of the
accommodated party for reimbursement. (Agro Conglomerates, Inc. vs. CA, 348 SCRA B. Admits the existence drawer, the genuineness of his
450) of the payee and his signature and his capacity and
capacity to indorse. authority to draw the
 Liability: Liable on the instrument to a holder for value notwithstanding such holder at the instrument; and
time of the taking of the instrument knew him to be only an accommodation party. Hence, As C. Admits the existence of the
regards, an AP, the 4th condition, i.e., lack of notice of infirmity in the instrument or defect in payee and his capacity to
indorse.
 or paid, or both, payee.
 A bill of itself does not as the case may
operate as an assignment of be, according to
funds in the hands of the its tenor; and
drawee available for the
payment thereof and the C. If the
drawee is not liable unless and instrument is
until he accepts the same dishonored and
(Sec.127) necessary
proceedings on
dishonor be duly
taken, he will
pay to the party
entitled to be
paid.

2. Secondarily Liable (Sec. 61, 64 and 66, NIL) 3. Limited Liability (Sec. 65; Metropol Financing v. Sambok, 120 SCRA 864)

DRAWER GENERAL IRREGULAR INDORSER

INDORSER
QUALIFIED INDORSER PERSON NEGOTIATING
BY DELIVERY
A. Admits the A. Warrants all A person, not
existence of the subsequent HDC otherwise a party to
payee and his - an instrument, places Every person negotiating A. Warranties same as
capacity to his signature thereon instrument by delivery or by those of qualified
indorse; a. That the in blank before
instrument is a qualified endorsement indorsers; and
delivery. (Sec. 64) warrants that:
B. Engages that genuine and in B. Warranties extend to
the instrument all respect what A. If instrument A. Instrument is genuine and immediate transferee only.
will be it purports to be payable to the order in all respects what it
accepted or of a 3rd person, he is purports to be;
b. He has good
paid by the liable to the payee
party primarily title to it; and subsequent B. He has good title to it;
liable; and c. All prior parties.
C. All prior parties had
C. Engages that parties had B. If instrument capacity to contract;
capacity to
if the payable to order of
contract D. He has no knowledge of
instrument is maker or drawer or to
any fact which would impair
dishonored and d. The bearer, he is liable to
the validity of the instrument
proper instrument is, at all parties subsequent
or render it valueless.
proceedings are the time of to the maker or
brought, he will endorse-ment, drawer.
pay to the party valid and
entitled to be C. If he signs for
subsisting. accommo-dation of
paid.
B. Engages that the payee, he is liable PERSON NEGOTIATING
the instrument to all parties BY MERE DELIVERY OR
subsequent to the GENERAL INDORSER
will be accepted BY QUALIFIED
 INDORSEMENT
1. Material Alteration;
2. Want of delivery of 1. Absence or failure of
consideration, partial or
No secondary liability; but is There is secondary incomplete instrument;
3. Duress amounting to total;
liable for breach of warranty liability, and warranties
forgery; 2. Want of delivery of
4. Fraud in factum or fraud complete instrument;
in esse contractus; 3. Insertion of wrong date in
Warrants that he has no Warrants that the
5. Minority (available to an instrument;
knowledge of any fact which instrument is, at the time
the minor only); 4. Filling up of blank
would impair the validity of of his indorsement, valid
6. Marriage in the case of a contrary to authority given
the instrument or render it and subsisting
wife; or not within reasonable
valueless
7. Insanity where the time;
insane person has a guardian 5. Fraud in inducement;
appointed by the court; 6. Acquisition of instrument
8. Ultra vires acts of a by force, duress, or fear;
corporation 7. Acquisition of the
9. Want of authority of instrument by unlawful
agent; means;
10. Execution of instrument 8. Acquisition of the
ORDER OF LIABILITY between public enemies; instrument for an illegal
11. Illegality – if declared consideration;
 There is no order of liability among the indorsers as against the holder. He is free to
void for any purpose 9. Negotiation in breach of
choose to recover from any indorser in case of dishonor of the instrument. (Notes and
12. Forgery. faith;
Cases on Banks, Negotiable Instruments and other Commercial Documents, Timoteo B.
Aquino) 10. Negotiation under
 As respect one another, indorsers are liable prima facie in the order in which they indorse circumstances that amount
unless the contrary is proven (Sec.68) to fraud;
11. Mistake;
GENERAL RULE: One whose signature does not appear on the instrument shall not be 12. Intoxication (according
liable thereon. to better authority);
13. Ultra vires acts of
EXCEPTIONS: corporations where the
1. The principal who signs through an agent is liable; corporation has the power
2. The forger is liable; to issue negotiable paper
3. One who indorses in a separate instrument (allonge) or where an acceptance is but the issuance was not
written on a separate paper is liable; authorized for the
4. One who signs his assumed or trade name is liable; and particular purpose for which
5. A person negotiating by delivery (as in the case of a bearer instrument) is liable to his it was issued;
immediate indorsee. 14. Want of authority of
agent where he has
apparent authority;
VII. DEFENSES 15. Insanity where there is
no notice of insanity on the
REAL DEFENSES PERSONAL DEFENSES part of the one contracting
with the insane person; and
16. Illegality of contract
Those that attach to the Those which are available
where the form or
instrument itself and are only against a person not a
consideration is illegal.
available against all holders, holder in due course or a
whether in due course or subsequent holder who
not, but only by the parties stands in privity with him.
EFFECTS OF CERTAIN DEFENSES
entitled to raise them. (a.k.a (a.k.a. equitable defenses)
A. MINORITY
absolute defenses)
 Negotiation by a minor passes title to the instrument. (Sec.22). But the minor is not liable
and the defense is personal to him
B. ULTRA VIRES ACTS
 A real defense but the negotiation passes title to the instrument. (Sec. 22)
Note: A corporation cannot act as an accommodation party. The issuance or indorsement
of negotiable instrument by a corporation without consideration and for the accommodation
of another is ultra vires. (Crisologo-Jose v. CA, 117 SCRA 594)
C. INCOMPLETE AND UNDELIVERED NI (Sec. 15)
 If completed and negotiated without authority, not a valid contract against a person who
has signed before delivery of the contract even in the hands of HDC but subsequent
indorsers are liable. This is a real defense.
D. INCOMPLETE BUT DELIVERED NI (Sec. 14)
1. Holder has prima facie authority to fill up the instrument.
2. The instrument must be filled up strictly in accordance with the authority given and within
reasonable time
3. HDC may enforce the instrument as if filled up according to no. 2.
E. COMPLETE BUT UNDELIVERED NI (Sec. 16)
1. Between immediate parties and those who are similarly situated, delivery must be
coupled with the intention of transferring title to the instrument.
2. As to HDC, it is conclusively presumed that there was valid delivery; and
3. As against an immediate party and remote party who is not a HDC, presumption of a
valid and intentional delivery is rebuttable.
 However, if an altered instrument is negotiated to a HDC, he may enforce payment
thereof according to its original tenor regardless of whether the alteration was innocent or
fraudulent.
Note: Since no distinction is made, it does not matter whether it is favorable or unfavorable
to the party making the alteration. The intent of the law is to preserve the integrity of the
negotiable instruments.
2. Alteration by a stranger (spoliation)- the effect is the same as where the alteration is
made by a party which a HDC can recover on the original tenor of the instrument. (Sec.
124)
 Changes in the following constitute material alterations:
a. Date;
b. Sum payable, either for principal or interest;
c. Time or place of payment;
d. Number or relations of the parties;
e. Medium or currency in which payment is to be made;
f. That which adds a place of payment where no place of payment is specified; and
g. Any other change or addition which alters the effect of the instrument in any
respect. (Sec. 125)  A serial number is an item which is not an essential requisite
for negotiability under Sec. 1, NIL, and which does not affect the rights of the
parties, hence its alteration is not material. (PNB vs. CA, 256 SCRA 491)

F. FRAUD
FRAUD IN FACTUM OR FRAUD IN ESSES
FRAUD IN CONTRACTUS OR FRAUD IN
INDUCEMENT EXECUTION
The person who signs The person is induced to sign an
the instrument intends to instrument not knowing its
sign the same as a NI character as a bill or note
but was induced by fraud

G. ABSENCE OR FAILURE OF CONSIDERATION (Sec. 28)

 Personal defense to the prejudiced party and available against any person not HDC.

H. PRESCRIPTION
 Refers to extinctive prescription and may be raised even against a HDC. Under the Civil
Code, the prescriptive period of an action based on a written contract is 10 years from
accrual of cause of action.

I. MATERIAL ALTERATION
 Any change in the instrument which affects or changes the liability of the parties in any
way.
 Effects:
1. Alteration by a party – Avoids the instrument except as against the party who made,
authorized, or assented to the alteration and subsequent indorsers.